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                                                                   EXHIBIT 10.23


                       AXSYS TECHNOLOGIES, INC.

          RESTATED SUPPLEMENTAL REVENUE GROWTH INCENTIVE PLAN

Axsys Technologies, Inc. (the "Company") has endeavored to create
incentives for its general managers, certain other employees and
corporate executive staff in order to promote overall growth in
Company revenue. Accordingly, the Company has established a
Supplemental Revenue Growth Incentive Plan, adopted by the Board of
Directors on July 24, 1996, that it is restating herein (the "Plan").
The Plan shall be in effect for calendar years 1996, 1997 and 1998.

1.   (A)  DEFINITIONS:
     As used herein, the following capitalized terms shall have the
     following meanings: 

     Award shall have the meaning set forth in Section 2.

     Base Revenue shall mean, in respect of any Unit, net sales
     generated by that Unit for the calendar year 1995.

     Base Salary shall mean, in respect of any Participant, that
     Participant's base salary, without regard to bonuses or incentive
     payments, at the beginning of the Current Plan Year.

     Board shall mean the Board of Directors of the Company.

     Cause shall have the meaning set forth in Section 6.

     Change in Capitalization shall have the meaning set forth in
     Section 5.

     Common Stock shall mean the common stock of the Company, par
     value $.01 per share.

     Current Plan Year shall mean the year in respect of which a
     determination is being made as to whether a Participant in the
     Plan is entitled to any Award. 

     Current Revenue shall mean, in respect of any Unit, net sales
     generated by that Unit for the Current Plan Year. 

     Disability shall have the meaning set forth in Section 6.

     Dollar Value shall have the meaning set forth in Section 3.

     Fair Market Value shall have the meaning set forth in Section 9.

     Participant shall mean any employee of the Company, its divisions
     and subsidiaries who is selected by the Board to participate in
     the Plan.

     Participant Percentage shall mean, in respect of any Participant,
     the percentage of that Participant's Base Salary as of the
     beginning of the Current Plan Year which such Participant would
     be granted as an Award pursuant to Section 2 if the Unit Target
     was met. Participant Percentages are subject to adjustment as
     provided in Section 2. 

     Previous Revenue shall mean, in respect of any Unit, the highest
     net sales generated by that Unit for any year subsequent to the
     calendar year 1995 and prior to the Current Plan Year and which
     is higher than the Base Revenue. 

     Securities Act shall mean the Securities Act of 1933, as amended.
     
     Shares shall have the meaning set forth in Section 3. 

     Stock Price shall have the meaning set forth in Section 3. 

     Unit shall mean, in respect of the employees of the divisions and
     companies listed herein, each of the Motion Control Group, Beau
     Interconnect, AST Bearings, Speedring Systems, Inc. and
     Speedring, Inc., and, in respect of the corporate executive
     staff, the aggregate of the foregoing divisions and companies.
     
     Unit Increase shall mean, in respect of any Unit, the percentage
     increase in net sales which Current Revenue for that Unit
     represents, as compared with the higher of (i) the Base Revenue
     or (ii) the Previous Revenue for that Unit. 
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     Unit Targets shall mean the Unit Increases established by the
     Board as targets for each Unit. 

     Withholding Taxes shall have the meaning set forth in Section 9.


     (B)   ACCOUNTING:
     In determining the Base Revenue, the Current Revenue and the
     Previous Revenue: (i) the amount of net sales shall be determined
     by the Company from the financial statements of the Company as
     prepared in accordance with generally accepted accounting
     principles; and (ii) adjustments shall be made to exclude net
     sales resulting from any structural changes to the relevant Unit,
     including acquisitions and divestitures and other extraordinary
     events. All determinations by the Company of Base Revenue,
     Current Revenue and Previous Revenue shall be final, binding and
     conclusive upon the Participants and for all other purposes of
     the Plan.

2.   DETERMINATION OF AWARD:
     For any Current Plan Year, a Participant shall be granted an
     award under the Plan corresponding to his Participant Percentage
     (an "Award") if the Unit Increase for his or her Unit meets or
     exceeds the Unit Target. In the event that the Unit Increase
     exceeds the Unit Target by one percentage point or more, then,
     for each additional full percentage point increase over the Unit
     Target, the Participant Percentage of each Participant in the
     Unit will be increased by an additional two percentage points.

3.   PAYMENT IN SHARES:
     Subject to Sections 7 and 8, Awards shall be paid in the form of
     shares of Common Stock. The number of shares of Common Stock to
     which a Participant would be entitled if such Participant's Unit
     Target shall be met will be calculated as follows:

              Dollar Value / Stock Price = Shares

     where:   Dollar Value is the dollar value of the Award at the end
              of the Current Plan Year calculated by multiplying the
              Participant's Base Salary for such Current Plan Year by
              his or her Participant Percentage, as adjusted pursuant
              to Section 2,
              
              Stock Price is the average of the high and low sales
              prices of the Common Stock on the Nasdaq National Market
              on the last trading day of the Current Plan Year, and
              
              Shares is the number of shares of Common Stock to which
              such Participant is entitled pursuant to the Dollar
              Value of his or her Award.

     Whether an Award will be granted and the Dollar Value and the
     Shares related thereto will be determined on a date not later
     than April 30 of the year following the Current Plan Year.

4.   VESTING OF AWARDS:
     Awards granted under the Plan shall vest and be paid in one-third
     increments, on January 1, 12 months, 24 months and 36 months
     after the end of the Current Plan Year. Subject to Sections 8 and
     9, stock certificates for the Shares shall be issued in the name
     of the Participant and delivered to him or her as soon as
     practicable after each vesting date.

5.   ADJUSTMENTS:
     (a) In the event of a Change in Capitalization, the number of
     Shares shall be appropriately and equitably adjusted by the
     Board.
     (b) If, by reason of a Change in Capitalization, a Participant
     shall be entitled to receive new, additional or different shares
     of stock or securities, such new, additional or different shares
     of stock or securities shall thereupon be subject to all of the
     conditions which were applicable to the Shares, as the case may
     be, prior to such Change in Capitalization. The Company shall
     promptly inform each Participant in the Plan of such adjustment.
     (c) For purposes of this Section 5, "Change in Capitalization"
     shall mean any increase or reduction in the number of shares of
     Common Stock, or exchange of shares of Common Stock for a
     different number or kind of shares or other securities or
     property, by reason of a reclassification, recapitalization,
     merger, consolidation, reorganization, stock dividend, stock
     split or reverse stock split, spin off, combination or exchange
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     of shares, or other similar event.

6.   TERMINATION OF EMPLOYMENT:
     (a) In the event a Participant voluntarily terminates employment
     with the Company or any of the Units, he or she shall receive
     Shares or cash only in respect of those Awards, if any, which
     will have fully vested on the date of termination.
     (b) If a Participant is terminated by the Company or any of the
     Units for reasons other than Cause, he or she will be entitled to
     Shares or cash in respect of the Awards, if any, granted prior to
     the date of termination but will only receive Shares or cash in
     respect of such Awards, if any, on their scheduled payment date.
     There will be no acceleration of the vesting period.
     (c) Notwithstanding anything to the contrary in paragraph (b)
     above, if Participant's employment is terminated because of death
     or Disability, he or she (or his or her estate) shall receive
     within six months of the date of termination Shares or cash in
     respect of the Awards, if any, granted prior thereto, even if not
     vested. 
     (d) Termination for Cause will result in a forfeiture of all
     Awards not vested, unless otherwise determined by the Board in
     its sole discretion.
     (e) For purposes of this Section 6, "Cause" shall mean the
     willful failure by a Participant to perform his or her duties
     with his or her Unit or the willful engaging in conduct which is
     injurious to that Unit, monetarily or otherwise, and "Disability"
     shall mean the condition which results when an individual has
     become permanently and totally disabled within the meaning of
     Section 22(e)(3) of the Internal Revenue Code of 1986, as
     amended.

7.   PAYMENT IN CASH IN LIEU OF SHARES:
     (a) In the event that the average of the high and low sales
     prices of the Common Stock on the Nasdaq National Market on the
     last trading day preceding the vesting date is less than the
     Stock Price, each Participant entitled to payment on such vesting
     date will have the option to receive a cash payment equal to the
     Dollar Value in lieu of the Shares to which he would be otherwise
     entitled. If such a decrease in the Company's stock price occurs,
     the Company shall so notify such Participant within 10 days of
     the vesting date and such Participant shall notify the Company
     within 15 days of the receipt of the Company's notice of his or
     her election. 
     (b) The Company reserves the right, in its sole discretion, to
     pay any Award in cash for the amount of the Dollar Value in lieu
     of issuing the Shares.

8.   COMPANY'S OBLIGATIONS SUBJECT TO REGULATIONS:
     (a) The obligation of the Company to issue or deliver shares of
     Common Stock under the Plan shall be subject to all applicable
     laws, rules and regulations, including all applicable federal and
     state securities laws, and the obtaining of all such approvals by
     governmental agencies as may be deemed necessary or appropriate
     by the Board. The obligation of the Company to issue or deliver
     shares of Common Stock under the Plan shall also be subject to
     the Company's compliance with any agreement to which it is a
     party. The Company shall not be required to issue any shares of
     Common Stock, in whole or in part, unless all such laws, rules,
     regulations and agreements have been complied with and all such
     approvals obtained. 
     (b) If at any time the Board determines, in its sole discretion,
     that the listing, registration or qualification of the Shares
     issuable pursuant to the Plan is required by any securities
     exchange or under any state or federal law, or the consent or
     approval of any governmental regulatory body is necessary or
     desirable as a condition of, or in connection with, the issuance
     of the Shares, no Shares shall be issued, in whole or in part,
     unless listing, registration, qualification, consent or approval
     has been effected or obtained free of any conditions as
     acceptable to the Board.
     (c) Notwithstanding anything contained in the Plan to the
     contrary, in the event that the disposition of Shares acquired
     pursuant to the Plan is not covered by a then current
     registration statement under the Securities Act and is not
     otherwise exempt from such registration, such Shares shall be
     restricted against transfer to the extent required by the
     Securities Act and Rule 144 or other regulations thereunder. The
     Board may require any Participant receiving Shares pursuant to
     the Plan, as a condition precedent to receipt of such Shares, to
     represent and warrant to the Company in writing that the Shares
     acquired by such Participant are acquired without a view to any
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     distribution thereof and will not be sold or transferred other
     than pursuant to an effective registration thereof under the
     Securities Act or pursuant to an exemption from registration
     under the Securities Act or the rules and regulations promulgated
     thereunder. The certificates evidencing any of such Shares shall
     be appropriately legended to reflect their status as restricted
     securities as aforesaid.

9.   WITHHOLDING TAXES:
     The Company shall have the right to deduct from any distribution
     of cash to any Participant, an amount equal to the federal, state
     and local income taxes and other amounts as may be required by
     law to be withheld (the "Withholding Taxes") with respect to any
     Award. If a Participant is entitled to receive Shares, the
     Participant shall pay the Withholding Taxes to the Company prior
     to the issuance of such Shares. In satisfaction of the
     Withholding Taxes to the Company, the Participant may make a
     written election to have withheld a portion of the Shares
     issuable to him or her having an aggregate Fair Market Value
     equal to the Withholding Taxes. "Fair Market Value" shall mean
     the average of the high and low sales prices of the Common Stock
     on the Nasdaq National Market on the last trading day preceding
     the issuance of the Shares.

10.  ADMINISTRATION OF THE PLAN:
     (a) The Plan shall be administered by the Board which shall hold
     meetings at such times as may be necessary for the proper
     administration of the Plan. In administering the Plan, the Board
     shall consider the recommendations of the Stock Incentive Plan
     Committee. 
     (b) The Board shall have the power from time to time to (i) amend
     the Plan, and more specifically to determine the Participants,
     adjust the Unit Targets and/or the Participant Percentages, (ii)
     construe and interpret the Plan, and (iii) generally exercise
     such powers and perform such acts as are deemed necessary or
     advisable to promote the best interests of the Company with
     respect to the Plan. Moreover, the Board may, in its sole
     discretion, accelerate the vesting of the Awards, or any portion
     thereof, at any time and for any reason. 
     (c) No member of the Board shall be personally liable for any
     action, determination or interpretation made in good faith with
     respect to the Plan, and all members of the Board shall be fully
     indemnified and held harmless by the Company and its subsidiaries
     with respect to any such action, determination or interpretation.
     (d) All actions, determinations and interpretations under the
     Plan by the Board, including as to the determination of the Base
     Revenue, Current Revenue and Previous Revenue as well as any
     adjustments thereto, shall be final, binding and conclusive upon
     the Company, the Units, the Participants and all other persons
     having any interest therein.

11.  EFFECTIVENESS OF THE PLAN:
     The effective date of the Plan shall be the date of its adoption
     by the Board. The Board, in its sole discretion, may extend the
     Plan after the calendar year 1998.
